ctbi10q0608ex10-9.htm


    Exhibit
10.9

    


    


    


    


    


    


    


    


    


    


    


    THE
COMMUNITY TRUST BANCORP, INC.

    


    AMENDED
AND RESTATED

    


    VOLUNTARY
DEFERRED COMPENSATION PLAN

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    July
22, 2008


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THE COMMUNITY TRUST BANCORP,
INC.

    


    AMENDED AND
RESTATED

    


    VOLUNTARY DEFERRED
COMPENSATION PLAN

    


    


    
      	
              1.  

            	
              Purpose
      of Plan.  The purpose of this Amended and Restated
      Voluntary Deferred Compensation Plan (the “Plan”) is to enable selected
      members of management of Community Trust Bancorp, Inc. and its operating
      subsidiaries (the “Company”) to defer some or all of their annual
      incentive compensation awards
(“Compensation”).

            


    

    


    
      	
              2.  

            	
              Eligibility.  Participants
      in the Senior Management Incentive Compensation Plan are eligible for the
      Plan.

            


    

    


    
      	
              3.  

            	
              Manner
      of Election.  Any person wishing to participate in the
      Plan must file with the Principal Financial Officer of the Corporation a
      written notice on the Deferral Election Form attached as Exhibit A,
      electing to defer payment of Compensation (an “election”).  An
      effective election must be made by the participant no later than the
      earlier of (i) the date which is six months prior to the end of the Award
      Period (as defined in the applicable Senior Management Incentive
      Compensation Plan), or (ii) the date the Compensation payable pursuant to
      the Senior Management Incentive Compensation Plan becomes “readily
      ascertainable,” as defined in Treas. Reg. § 1.409A-2(a)(8).  An
      effective election may not be revoked or modified with respect to
      Compensation payable for the calendar year for which such election is
      effective; and such election, unless terminated or modified as described
      below, shall apply to Compensation payable with respect to each subsequent
      calendar year.  An effective deferral election may be terminated
      or modified for any subsequent calendar year by the filing, as described
      above, of either a new election, in regard to modifications, or a Notice
      of Termination, on the form attached as Exhibit B, in regard to
      terminations, on or before December 31 immediately preceding the calendar
      year for which such modification or termination is to be
      effective.  An effective election shall also terminate on the
      date a person ceases to be employed with the Company.  A person
      for whom an effective election is terminated may thereafter file a new
      election for future calendar years for which such person is eligible to
      participate in the Plan.

            


    

    


    
      	
              4.  

            	
              Compensation
      Account.  The amount of any Compensation deferred in
      accordance with an election shall be credited to a deferred compensation
      account maintained by the Company in the name of each
      participant.  The deferred compensation account shall remain a
      part of the general funds of the Company and nothing contained in this
      Plan shall be deemed to create a trust or fund of any kind or create any
      fiduciary relationship.

            


    

    


    
      	
              5.  

            	
              Adjustment
      of Deferred Compensation Account.  As of each Accounting
      Date (as defined below), the deferred compensation account for each
      participant shall be adjusted for the period elapsed since the last
      preceding Accounting Date as
follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              First,
      the account shall be  charged with any distribution made during
      the period in accordance with Paragraph 7, below.

            	
               

            
	 	 	 	 
	 	(b)	Then, the account shall be credited with
      the Interest Factor for that period,as defined in Paragraph 6,
      below.	 
	 	 	 	 
	 	(c)	Finally, the account shall be credited
      with the amount, if any, of anycompensation deferred during that period in
      accordance with an effectiveelection under Paragraph 3, above.	 


    

     

    For
purposes of the Plan, the term “Accounting Date” means the last day of each
calendar quarter.

    


    
      	
              6.  

            	
              Interest
      Factor.  As of any Accounting Date, the term “Interest
      Factor” means (1) 25% of the interest rate on a three-year Treasury Note
      as published by The Wall Street
      Journal under the Key Interest Rate section (or comparable section)
      for the most current week ended, or (2) the total return of the common
      stock of the Company since the most recent Accounting Date.  The
      participant shall designate the applicable interest factor when completing
      the Deferral Election Form.  The interest factor shall be
      applied to the participant’s entire deferred compensation account (rather
      than to a separate account maintained for each year’s Deferral
      Election).

            


    

    


    
      	
              7.  

            	
              Manner
      of Payment.  A participant’s deferred compensation will
      be paid to the participant or, in the event of death, to the participant’s
      designated beneficiary.  A participant shall designate on the
      applicable Deferral Election form whether the deferred compensation shall
      be paid in a lump sum or in quarterly installments for up to fifteen
      years.  Once such designation is made with respect to a
      particular Compensation payment, the participant may not change the
      designation.  The amount of the quarterly payments will be
      determined by dividing the account balance at the time payments commence
      by the number of payments elected.  The balance of the account
      shall be appropriately reduced in accordance with Paragraph 5, above, to
      reflect the installment payments made.  Amounts held pending
      distribution pursuant to this Paragraph 7 shall continue to be credited
      with the Interest Factor described in Paragraph 6, above.  In no
      event may a participant change the time and manner of
    payment

            


    

    


    
      	
              8.  

            	
              Payment
      Commencement Date.  Payments of amounts deferred pursuant
      to an election under the Plan shall commence on the date specified on the
      Participant’s applicable Deferral Election
Form.

            


    

    


    
      	
              9.  

            	
              Beneficiary
      Designation.  The participant shall designate, on the
      Beneficiary Designation Form attached as Exhibit C, any person to whom
      payments are to be made if the participant dies before receiving payment
      of all amounts due hereunder.  A beneficiary designation will be
      effective only after the signed Beneficiary Designation Form is filed with
      the Principal Financial Officer of the Corporation and will cancel all
      beneficiary designations signed and filed
  earlier.

            


    

    


    
      	
              10.
     

            	
              Non-Alienability
      of Benefits.  Neither the participant nor any beneficiary
      designated by the participant shall have any right to, directly or
      indirectly, alienate, assign or encumber any amount that is or may be
      payable hereunder.

            


    

    


    
      	
              11.
     

            	
              Administration
      of Plan.  Full power and authority to construe, interpret
      and administer the Plan shall be vested in the Corporation’s Compensation
      Committee.  Decisions of the Committee shall be final,
      conclusive and binding upon all parties.  Notwithstanding the
      terms of an election made by a participant hereunder, the Compensation
      Committee of the Corporation may, in its sole discretion, change the terms
      of such election upon the request of a participant or the participant’s
      representative, or a participant’s beneficiary or such beneficiary’s
      representative, in the event of severe financial
  hardship.

            


    

    


    
      	
              12.
     

            	
              Governing
      Law.  The provisions of this Plan shall be interpreted
      and construed in accordance with the laws of the Commonwealth of
      Kentucky.

            


    

    


    
      	
              13.   

            	
              Effective
      Date.  This Plan shall become effective on July 22,
      2008.  The Plan may be amended or terminated at any time by the
      Compensation Committee of the Corporation, provided that no such amendment
      or termination shall adversely affect the amounts in any deferred
      compensation account.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Exhibit
      A

            


    

    


    
      	
               
      

            	
              THE COMMUNITY TRUST
      BANCORP, INC.

            


    

    


    
      	
               
      

            	
              VOLUNTARY DEFERRED
      COMPENSATION AGREEMENT

            


    

    


    
      	
               
      

            	
              DEFERRAL
      ELECTION

            


    

    


    


    WHEREAS,
you have been employed by The Community Trust Bancorp, Inc., or its operating
subsidiaries (hereinafter known as the “Company”) in a professional capacity and
have discharged your duties in a capable and efficient manner resulting in
substantial benefits to the Company; and

    


    WHEREAS,
the Company desires to retain the services of its key personnel and to provide
reward and incentive to those who contribute to the success of the business of
the Company by their ability, industry, loyalty, inventiveness, and special
services;

    


    WHEREAS,
the Company has established management incentive compensation programs for
certain eligible employees;

    


    WHEREAS,
the Company has adopted an Amended and Restated Voluntary Deferred Compensation
Plan, (hereinafter known as the “Plan”),

    


    WHEREAS,
the Plan permits certain eligible employees to defer receipt of all or a portion
of their annual incentive compensation for a period of time;

    


    WHEREAS,
you are eligible to participate in this Plan:

    


    NOW,
THEREFORE, BY COMPLETION OF THIS FORM, I, ______________________________, a
participant in the Plan, do elect to defer

    


    _______________%
of annual incentive award payment to which I may become entitled with respect to
services I perform for the Company for the year ________.  I
understand that this Deferral Election remains in effect until I (1) amend it by
filing a new Deferral Election form, or (2) terminate it by filing a Notice of
Termination.

    


    Such
deferral shall be subject to the following terms and conditions:

    


    
      	
              1.  

            	
              The
      amount covered by this election shall be paid in _______ (1-60) quarterly
      installments

            


    

    
      	
               
      

            	
              (1
      quarterly installment is deemed to be a lump sum
  payment).

            


    

    


    
      	
              2.  

            	
              The
      lump sum payment or first quarterly installment shall be deferred
      until

            


    

    


    
      	
               
      

            	
              (Check
      One)

            


    

    


    
      	
              (a)   
      

            	
              _____

            	
              Three
      years after the end of the Plan Year for which incentive compensation was
      deferred

            	
               

            


    

    


    
      	
              (b)   
      

            	
              _____

            	
              Five
      years after the end of the Plan Year for which incentive compensation was
      deferred

            	
               

            


    

    


    
      	
              (c)   
      

            	
              _____

            	
              Ten
      years after the end of the Plan Year for which incentive compensation was
      deferred

            	
               

            


    

    


    
      	
              (d)   
      

            	
              _____

            	
              Fifteen
      years after the end of the Plan Year for which incentive compensation was
      deferred

            	
               

            


    

    


    
      	
              (e)   
      

            	
              _____

            	
              Six
      months after termination of my employment with the
  Company

            


    

    


    
      	
              3.  

            	
              My
      deferred compensation account shall be credited with interest equal
      to

            


    

    


    
      	
               
      

            	
              (Check
      One)

            


    

    


    
      	
              (a)   
      

            	
              _____

            	
              the
      amount payable on a three-year Treasury
Bill;

            


    

    


    
      	
              (b)   
      

            	
              _____

            	
              the
      total return of the common stock of the
Company.

            


    

    


    
      	
              4.  

            	
              This
      election shall be subject to the Plan and any amendments thereto which are
      in effect at the time of this election.  All of the terms and
      conditions of said Plan are incorporated by reference
    hereto.

            


    

    


    
      	
              5.  

            	
              This
      election shall remain in effect until amended or terminated by me under
      the terms of the the Plan.  However, any rescission of this
      deferral for the fiscal year stated above must be made prior to the time
      payment would have been made to me had I not elected to defer amounts
      under this Agreement.

            


    

    


    
      	
              6.  

            	
              This
      Agreement shall be governed by the laws of the Commonwealth of
      Kentucky.

            


    

     

    
 

    IN
WITNESS WHEREOF, I affix my signature hereto this ________ day of
_______________, 20___.

    


    ________________________________________

    Participant

    


    COMMUNITY
TRUST BANCORP, INC.

    


    


    By:
__________________________________

    


    Title:
_________________________________


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     Exhibit
B

    


    


    NOTICE OF
TERMINATION

    


    


    


    


    Principal
Financial Officer

    Community
Trust Bancorp, Inc.

    P.O. Box
2947

    Pikeville,
KY  41502-2947

    


    


    Re:  Amended and Restated
Voluntary Deferred Compensation Agreement

    


    


    Pursuant
to the provisions of the Plan, I hereby terminate my participation in the Plan,
effective as of January 1, 20___.

    


    


    


    Date:
_______________________                                                                                     Signature:  ________________________________


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     Exhibit
C

    


    


    BENEFICIARY
DESIGNATION

    


    


    


    


    Principal
Financial Officer

    Community
Trust Bancorp, Inc.

    P.O. Box
2947

    Pikeville,
KY  41502-2947

    


    


    Re:  Amended and Restated
Voluntary Deferred Compensation Agreement

    


    


    Any
compensation which was deferred under the Plan and remains unpaid at my death
shall be paid to the following primary beneficiary:

    


    


    ________________________________________                                                                                                                     _____________________________

    Name                                                                                                Relationship

    


    ______________________________________________________________________________

    Address

    


    


    If the
named primary beneficiary predeceases me, I designate the following persons as
contingent beneficiary, in the order shown below, to receive any such unpaid
deferred compensation.

    


    


    ________________________________________                                                                                                                     _____________________________

    Name                                                                                                Relationship

    


    ______________________________________________________________________________

    Address

    


    


    ________________________________________                                                                                                                     _____________________________

    Name                                                                                                Relationship

    


    ______________________________________________________________________________

    Address

    


    


    ________________________________________                                                                                                                     _____________________________

    Name                                                                                                Relationship

    


    ______________________________________________________________________________

    Address

    


    


    This
supersedes any previous beneficiary designation made by me with respect to
deferred compensation under the Plan.  I reserve the right to change
the beneficiary in accordance with the terms of the Plan.

    


    


    Date:  ______________________                                                                                     Signature:  ________________________________

    


    


    


    Witness:  ______________________________________